EXHIBIT10.4***[Execution Version]*****LOCAL MARKETING AGREEMENT**          This LOCAL MARKETING AGREEMENT (the “**Agreement**”), made as of this 26th day of June, 2006, byand between Fisher Broadcasting Company, a Washington corporation (“**Fisher**”), and African-AmericanBroadcasting of Bellevue, Inc., a Washington corporation (“**Operator**”).**W I T N E S S E T H:**          **WHEREAS**, Operator is the owner of substantially all of the assets used or useful for theoperation of the television station KWOG, Bellevue, Washington (the “**Station**”);          **WHEREAS**, Fisher and Christopher Racine, an individual residing in the State of Washington, whoowns 100% of the capital stock of Operator (“**Racine**”) have entered into a Stock Purchase Agreement,dated as of the date hereof, for the sale of all of the issued and outstanding capital stock ofOperator to Fisher, a copy of which is attached hereto as *Exhibit A*(the “**Purchase Agreement**”);          **WHEREAS**, Fisher desires to assist Operator in providing programming to be transmitted on theStation and to provide management and operation services with respect to the Station; and          **WHEREAS**, Operator desires to accept Fisher’s assistance and transmit programming supplied byFisher on the Station while maintaining ultimate control over the Station’s finances, personnelmatters and programming, as well as continuing to broadcast Operator’s own public interestprogramming;          **NOW, THEREFORE**, in consideration of these premises and the mutual promises, undertakings,covenants and agreements of the parties contained in this Agreement, the parties hereto do herebyagree as follows:**ARTICLE 1 — PROGRAMMING**     ***Section 1.1 Programming***. Fisher hereby agrees to provide, and Operator agrees to transmit onthe Station (including, without limitation, its subcarriers, vertical blanking intervals and anyadditional authorizations or spectrum allocated to the Station in the future, including, withoutlimitation, its digital television channels), news, sports, informational, public affairs andentertainment programming and associated advertising, promotional and public service programmingand announcement matter sufficient to program a substantial amount of each Station’s broadcast dayon a daily basis beginning at the Commencement Time (defined below) and continuing thereafterthroughout the term of this Agreement (hereinafter the “**Fisher Programming**”).     ***Section 1.2 Operator Programming***. Operator will retain ultimate responsibility forascertaining the needs of the Station’s community of license and service area, includingspecifically the informational and educational needs of the children therein. Beginning at theCommencement Time and thereafter during the term of this Agreement (including, without limitation,any renewals), Fisher will consult regularly with Operator regarding Operator’s
 

 
ascertainment of community issues, including the educational and informational needs ofchildren within the Station’s community of license. Based upon these consultations, the FisherProgramming will include news, public affairs and children’s programming relevant to the Station’scommunity of license and of sufficient quality to assist Operator in satisfying its obligations torespond to the needs of the community, including at least three (3) hours per week of corechildren’s programming consistent with the FCC’s rules. Operator shall have the right andobligation to broadcast at reasonably agreeable times such additional programming, either producedor purchased by Operator, as it in good faith determines appropriate to respond to the ascertainedissues of community concern (“**Operator Programming**”), and to delete or preempt in its sole goodfaith discretion any Fisher Programming for the purpose of transmitting such Operator Programming.In all cases of deletion or preemption of Fisher Programming by Operator, except those involvingbreaking news, Operator shall make reasonable efforts to provide Fisher with not less than fifteen(15) days notice of Operator’s intention to delete or preempt Fisher Programming.     ***Section 1.3 Preemption***. In addition to the above right of Operator to delete or preemptFisher Programming in order to transmit programming responsive to issues of concern to theStation’s community of license and service area, and to children, Operator maintains theindependent right to preempt or delete any Fisher Programming which Operator reasonably believes ingood faith to be unsatisfactory or unsuitable or contrary to the public interest, or to substituteprogramming which, in Operator’s reasonable determination, is of greater local or nationalimportance.     ***Section 1.4 Access to and Use of Assets***. Operator hereby grants to Fisher, and Fisher herebyaccepts from Operator, access to and the right to use, at any time and from time to time after theCommencement Time and continuing thereafter during the term of this Agreement and under thesupervision and control of Operator, antennae, transmitters, equipment, assets, studio space,rights under leases and all other property owned or leased by Operator and used and useful inconnection with the business and operation of the Station (collectively, the “**Operator Assets**”),pursuant to the terms and subject to the conditions of this Agreement.     ***Section 1.5 Conditions to Use of Operator Assets***.          **(a)**Fisher shall use the Operator Assets only to perform its obligations under this Agreement.          **(b)**The Operator Assets will, to the extent used by Fisher throughout the term of thisAgreement, be used in all material respects in accordance with all applicable FCC rules andpolicies and subject to Operator’s ultimate oversight and control. Fisher may not, withoutOperator’s prior written consent or except as otherwise provided in this Agreement, makealterations in or modifications to the Operator Assets.          **(c)**Fisher shall not use or permit the Operator Assets to be used in any manner or for anypurpose for which the Operator Assets are not designed or reasonably suitable or otherwise in amanner that is inconsistent with good engineering practices. Fisher shall comply with allgovernmental laws, rules and regulations concerning the operation of the Operator Assets.
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          **(d)**Operator shall retain title to all of the Operator Assets throughout the term of thisAgreement and nothing contained herein shall be deemed to effect any transfer of such title.**ARTICLE 2 — OPERATIONS**     ***Section 2.1 Compliance With FCC Regulations***.          **(a)**Operator will retain responsibility for and employ such personnel as is necessary toassure compliance with all FCC rules and policies, including, without limitation, all FCC rules andpolicies relating to (*i*) technical operations of the Station, (*ii*) programming contentrequirements, (*iii*) the maintenance of a main studio and a meaningful managerial and staff presenceat that main studio, (*iv*) ascertainment of, and programming in response to, community needs andconcerns and the needs and concerns of children, (*v*) political programming, (*vi*) sponsorshipidentification, (*vii*) lotteries and contests, (*viii*) the maintenance of the Station’s public andpolitical files and (*ix*) the compilation of appropriate quarterly programs/issues lists, children’sprogramming lists and employment records.          **(b)**Operator expressly acknowledges that its duty to maintain the Station’s public inspectionfiles is non-delegable, and it retains sole responsibility for maintenance of the files. Fisherwill provide to Operator monthly documentation of the programs it has provided to the Station thatit believes address issues of concern to the Station’s community of license. Fisher also willforward to Operator, within twenty-four (24) hours of receipt by Fisher, any letter from aStation’s viewer addressing the Station’s programming and any documentation that comes intoFisher’s custody that Fisher believes is required to be included in the Station’s public inspectionfile.          **(c)**Operator will be responsible for ensuring proper broadcast of the Station’s identificationannouncements; *provided*, *however*, that Fisher will provide appropriate identification announcementsfor the Station that comply with FCC rules and policies in a form reasonably acceptable toOperator.          **(d)**Fisher agrees that neither it nor its agents, employees, consultants or personnel willaccept any consideration, compensation, gift or gratuity of any kind whatsoever, regardless of itsvalue or form, including, without limitation, a commission, discount, bonus, materials, supplies orother merchandise, services or labor (collectively, “**Consideration**”), whether or not pursuant towritten contracts or agreements between Fisher and merchants or advertisers, unless the person orentity paying such Consideration is identified in the program for which the Consideration wasprovided as having paid or furnished such Consideration in accordance with the Communications Actof 1934, as amended (the “**Communications Act**”), applicable FCC rules and policies and any otherapplicable laws and governmental regulations.          **(e)**Operator shall retain full responsibility for overseeing compliance with the FCC’spolitical programming rules and policies. At least ninety (90) days prior to the beginning of anyprimary or general election period, subject to Operator’s approval, Fisher shall propose reasonablerates to be charged to legally qualified political candidates which rates conform with applicableelection law and FCC rules and policies. Fisher agrees to provide Operator with
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access to its documentation concerning the pricing of advertising sold on the Station as isnecessary to permit Operator to ascertain that the political rate is appropriate. Withintwenty-four (24) hours of any request to purchase time on a Station on behalf of a legallyqualified candidate, Fisher will report to Operator the request and the disposition of suchrequest. Operator shall be responsible for placing appropriate records in the Station’s politicalfiles.     ***Section 2.2 Maintenance****.*          **(a)**After the Commencement Time and thereafter during the term of this Agreement, Fisher shalluse its commercially reasonable efforts to assist Operator, at all times under the supervision andultimate control of Operator, in the operation the Station.          **(b)**Operator shall retain ultimate operational control over the Station and shall retain fullresponsibility for ensuring compliance with all FCC technical rules and policies. Operator willemploy a chief operator, as defined by the FCC rules and policies (and who may also hold theposition of chief engineer), who will be responsible for, without limitation, ensuring complianceby the Station with the technical operating and reporting requirements established by the FCC, andoverseeing maintenance of the Station’s transmission facilities. Operator shall also employ atleast one other full-time employee of Operator’s choice, to be present at the Station’s main studioin compliance with the FCC’s rules and policies. Fisher shall not take any action, or fail to takeany action which it is obligated to take under this Agreement, which will cause the Station not tocomply with applicable law, and Fisher will provide reasonable assistance to Operator to ensurethat the Station complies with applicable law.          **(c)**After the Commencement Time and thereafter during the term of this Agreement, Operatorwill make available to Fisher at least ninety five percent (95%) of the Station’s effectiveradiated power (as operating as of the Commencement Date) for the entire time that such Station isbroadcasting over the air, except for downtime required for occasional maintenance and otherinterruptions contemplated by Section 2.2(d) and events described in Section 7.1 hereof. Operatorwill use reasonable efforts to provide Fisher with at least forty eight (48) hours advance writtennotice of any routine or non-emergency maintenance work affecting the operation of the Station atfull power. Operator will, to the extent possible, (*i*) schedule such maintenance work to beperformed between the hours of 1:00 a.m. and 6:00 a.m., local time, and (*ii*) not schedule suchmaintenance to take place during a rating period.          **(d)**After the Commencement Time and thereafter during the term of this Agreement, if theStation suffers any loss or damage of any nature to its transmission or studio facilities whichresults in the interruption of service or the inability of the Station to operate with its FCClicensed facilities (as operating as of the Commencement Date), Operator will immediately notifyFisher of such loss or damage and Operator will undertake such repairs as are necessary to restorefull-time operation of the Station as expeditiously as reasonably possible following the occurrenceof any such loss or damage. If Operator is unable to or fails to make such repairs as soon asreasonably possible after providing such written notice to Fisher, then Fisher may elect toundertake such repairs with written notice to Operator.
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     ***Section 2.3 Additional Affirmative Covenants***.          **(a)**Operator covenants and agrees that it will fully comply with all applicable federal, stateand local laws, rules and regulations (including, without limitation, all FCC rules and policies)and pertinent provisions of all contracts, permits and other agreements to which it is a party oris otherwise bound related to the Station or this Agreement.          **(b) (i)** Fisher covenants and agrees that it will fully comply with all applicable federal,state and local laws, rules and regulations (including, without limitation, all FCC rules andpolicies) in the provision of the Fisher Programming and other services to Operator pursuant tothis Agreement and otherwise in connection with the performance of its obligations hereunder.               **(ii) **In performing its obligations hereunder, Fisher shall use its commercially reasonableefforts to perform or discharge on behalf of Operator the obligations and liabilities under allcontracts related to the business and operation of the Station to which Operator is a party or bywhich Operator may be bound (other than the ShopNBC Agreement, as defined herein) (the “**ExistingContracts**”) in accordance with the provisions hereof. In connection with the foregoing, Operatorshall use all commercially reasonable efforts to provide Fisher with the benefits of any suchExisting Contract.               **(iii) **Except as the parties may otherwise agree, Fisher shall not designate or engage anyagent or otherwise subcontract with any third party to perform its duties or obligations under thisAgreement or delegate the performance of such duties or obligations to any third party, including,without limitation, its duties and obligations hereunder with respect to Fisher Programming and theadvertising sold in connection therewith.          **(c)**Operator covenants and agrees to (*i*) promptly cause the termination of the ShopNBCAgreement (as hereinafter defined) at soon as practicable; (*ii*) deliver to Fisher a copy of thenotice of termination of Operator pursuant to the foregoing clause; and (*iii*) notify Fisher of theeffective date of termination of the ShopNBC Agreement.**ARTICLE 3 — FEES AND OTHER CONSIDERATION**     ***Section 3.1 LMA Fee***. From and after the Commencement Time, in consideration of the right toperform the services contemplated under this Agreement, Fisher will pay to Operator a monthly feein an amount equal to $150,954.38 (the “LMA Fee”). The LMA Fee will be due and payable by Fishereach calendar month following the Commencement Date through the expiration or termination hereof(including a pro rated portion of the LMA Fee for any partial calendar month), and shall be due andpayable on or before the tenth day of each calendar month for such calendar month (provided,however, that the first payment of the LMA Fee shall be due and payable within ten (10) daysfollowing the Commencement Date).     ***Section 3.2 Expenses***.          **(a)**Except as otherwise provided in Section 3.2(b), and without limiting the scope of Section3.2(c), Operator shall be solely responsible for paying any and all of Operator’s expenses inconnection with the business and operation of the Station, including Monthly Costs
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(as defined in *Exhibit B*) and those expenses contemplated in Section 2.2(b), consistent withthe operations of the Station in the ordinary course and past practice, and Fisher shall have noobligation to reimburse Operator for such expenses independent of the payment obligation of Fisherpursuant to the terms and subject to the conditions of Section 3.1; *provided, however,*thatOperator shall not be responsible for paying (and Fisher shall be responsible for) any suchexpenses to the extent that such expenses increase by a material amount due directly to theperformance or exercise of its rights by Fisher under this Agreement.          **(b)**Notwithstanding anything in Section 3.2(a) to the contrary, upon a Triggering TerminationEvent (as hereinafter defined) and thereafter and during the Extension Period (as hereinafterdefined), Fisher shall pay to Operator, in addition to the LMA Fee due and payable pursuant to theterms and subject to the conditions of Section 3.1, the amounts described on *Exhibit B*heretopursuant to the terms and subject to the conditions set forth therein.          **(c)**Fisher shall be responsible for any and all fees charged by ASCAP, BMI, SESAC or similarperforming rights societies on Fisher Programming, whether such fees are assessed against Fisherbased on the Fisher Programming or against Operator based on the ownership of the Station. Fishershall not disseminate or authorize dissemination by other parties of information concerning theratings of the Station issued by Nielsen Media Research, the Arbitron Company or any other entity,other than as permitted under Fisher’s valid license with such parties. Operator shall not berequired to purchase a license to receive ratings information but will cooperate with Fisher inFisher’s efforts to obtain such a license, provided that any consideration payable under such alicense is paid by Fisher.**ARTICLE 4 — FISHER RETAINED REVENUE AND RELATED MATTERS**     ***Section 4.1 Retained Revenue***. Without limiting the obligations of Fisher pursuant to theterms and subject to the conditions of Article 3, Fisher shall retain all revenues resulting fromthe sale of advertising and other time on the Station from and after the Commencement Time andthereafter during the term of this Agreement, including all revenue from the sale of advertisingand other time during the Operator Programming or otherwise resulting from the operation of theStation during the term of this Agreement.     ***Section 4.2 Advertising Sales***. Beginning at the Commencement Time and thereafter during theterm of this Agreement, Fisher shall have the sole right to (a) sell advertising to be placed inall programming broadcast on each of the Station, including, without limitation, OperatorProgramming; (b) bill for and collect the payments for all programs and commercials aired on theStation; (c) negotiate for and receive all compensation (if any) due to the Station from (*i*) cabletelevision systems pursuant to the “retransmission consent” provisions of the Cable TelevisionConsumer Protection and Competition Act of 1992, as amended, and the FCC’s rules and policiesenacted pursuant thereto, and (*ii*) satellite service providers pursuant to the Satellite HomeViewer Improvement Act of 1999, as amended, and the FCC’s rules and policies enacted pursuantthereto. Operator will take, or refrain from taking, any action as to matters related to clause(c) above in accordance with Fisher’s commercially reasonable requests.
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     ***Section 4.3 [Intentionally blank.]***     ***Section 4.4 Bank Accounts***. Fisher may deposit any sums it is entitled to retain pursuant tothis Agreement or otherwise with respect to the Station into one or more bank accounts of Fisher,established by Fisher in Fisher’s name for this purpose (the “**Fisher Accounts**”), and the funds inthe Fisher Accounts will be the property of Fisher except as otherwise provided in this Agreementor the Purchase Agreement. Solely with respect to payments relating to the Station which Fisher isauthorized to retain under this Agreement, Fisher is authorized to endorse payments received innames other than Fisher’s (*e.g.*, “KWOG”) in order to deposit such payments into the FisherAccounts.**ARTICLE 5 — TERM, TERMINATION AND ASSIGNMENT**     ***Section 5.1 Term***. This Agreement shall become binding and effective between the parties as ofthe date first set forth above. Subject to the provisions contained herein, the programming rightsand obligations of the parties shall commence on the day immediately following the date on whichthat certain Programming Agreement (Renewal), by and between Operator and Value Vision Media, Inc.,dated effective as of December 1, 2005, for ShopNBC shop at home programming (the “**ShopNBCAgreement**”) expires or is terminated, or such other date as may be agreed upon in writing by theparties (such date, the “**Commencement Date**”) at 12:01 a.m. local time at the Station (the“**Commencement Time**”); *provided, however,*that in no event shall the Commencement Date be less thanthirty (30) days from the date hereof. The term of this Agreement shall expire upon the earlier tooccur of (a) the Closing (as defined in the Purchase Agreement), or (b) termination of thisAgreement pursuant to Section 5.2 or Section 5.3 hereof; *provided, however,*that in the event thatthe Purchase Agreement is terminated by Racine pursuant to the terms and subject to the conditionsof Section 16.1(b) of the Purchase Agreement (a “**Triggering Termination Event**”), the term of thisAgreement shall be deemed extended, subject to Section 5.2 hereof, for a period ending on thesecond anniversary of the date of the Triggering Termination Event (such period, the “**ExtensionPeriod**”).     ***Section 5.2 Termination; Effect of Termination***.          **(a)**In the event that either party shall be in breach of this Agreement for the nonperformanceof a material obligation, the non-breaching party may, in addition to pursuing any other remediesavailable at law or in equity, terminate this Agreement if such breach shall continue for a periodof fifteen (15) days following the receipt of written notice from the non-breaching party, whichnotice shall set forth and describe the nature of such breach, except if the breaching party hascommenced a cure of such breach within such fifteen (15) day period and continues to act in goodfaith to cure and such breach is cured within a reasonable time not to exceed thirty (30) days. Abreach by Fisher or by Racine (which shall be considered to be a breach by Operator solely inconnection with the termination provisions of this Agreement) of the Purchase Agreement shall beconsidered a breach of this Agreement, provided, however, that the cure periods for such breachshall be governed by the Purchase Agreement and not the foregoing cure periods set forth above inthis subsection (a).
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          **(b)**In the event that the Purchase Agreement is terminated pursuant to Section 16.1(g)thereof, then Fisher shall have the right, on ninety (90) days advance written notice to Operator,to terminate this Agreement.          **(c)**In the event that the sale of the Closing Shares and the Initial Shares pursuant to theterms and subject to the conditions of Section 16.4 of the Purchase Agreement is consummated (a“**Drag-Along Closing**”), this Agreement shall terminate automatically upon such Drag-Along Closing.          **(d)**In the event of termination of this Agreement as a result of a breach by Fisher pursuantto Section 5.2(a), Fisher shall cooperate in good faith with Operator and shall take such actionsat no additional cost to Fisher as may be reasonably necessary in order to transition theprogramming of the Station from Fisher Programming and to permit Operator to program the Station’sbroadcast day on a daily basis for at least the minimum operating schedule specified in Section73.1740 of the FCC’s rules including, without limitation, by (*i*) assigning to Operator anyagreements for the provision of any Fisher Programming as Operator may reasonably request and (*ii*)prior to the effectiveness of such assignment or to the extent that such assignment cannot be madeor an attempted assignment of any contract related to the Fisher Programming is ineffective, takingall reasonably necessary actions to provide Operator with the benefits of any such contract,provided that to the extent Operator is provided with the benefits of such contract, Operator shallperform or discharge on behalf of Fisher the obligations and liabilities under such contract inaccordance with the provisions thereof. With respect to any actions in connection with theforegoing that would result in any additional cost or fee to Fisher, Fisher shall only be requiredto take such actions to the extent Operator agrees, in writing, to pay or reimburse Fisher for suchadditional cost or fee in advance of the incurrence of such cost or fee.          **(e)*****[Intentionally blank.]***          **(f)**In the event of termination of this Agreement (other than by reason of the Closing (asdefined in the Purchase Agreement)), the parties shall pro rate the revenues, expenses, andliabilities attributable to the Station, including the power and utilities, *ad valorem*propertytaxes (upon the basis of the most recent assessment available), rents, income and sales taxes, andsimilar accruing, prepaid and deferred items, in accordance with the principles that Fisher will beallocated revenues earned or accrued, and expenses, costs and liabilities incurred in or allocablewith respect to the business and operation of the Station from the Commencement Time through theeffective time at which this Agreement terminates (the “**Termination Time**”) and Operator will beallocated revenues earned or accrued, and expenses, costs and liabilities incurred in or allocable,with respect to the business and operation of the Station after the Termination Time.          **(g)**In the event of termination of this Agreement (other than by reason of the Closing (asdefined in the Purchase Agreement)), Operator shall reimburse Fisher for any capital expenditurespaid by Fisher (or reimbursed by Fisher to Operator) to the extent that (*i*) such capitalexpenditure relates to the repair or replacement of any of the assets relating to the Station and(*ii*) Operator consented in writing to such capital expenditures prior to the incurrence thereofafter written notice to Operator seeking such consent and describing in reasonable detail the basis
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therefor (such capital expenditures the “**Approved Expenditures**”). Any Approved Expendituresshall be payable by Operator after the Termination Time and within ten (10) days following receiptof written notice from Fisher with a final accounting of all Approved Expenditures, including acertificate executed by an officer of Fisher setting forth the Approved Expenditures actuallyincurred by Fisher with attached thereto reasonable documentation in support thereof.          **(h)**In the event of termination of this Agreement (other than by reason of the Closing (asdefined in the Purchase Agreement)), Fisher shall assign to Operator all right, title and interestit shall have or may have in and to (*i*) any assets acquired or leased by Fisher pursuant to anyApproved Expenditure and (*ii*) any other fixture or improvement owned or leased by Fisher, andFisher and Operator shall execute and deliver all instruments necessary to effectuate theforegoing.     ***Section 5.3 Renegotiation Upon FCC Action***.          **(a)**Should a change in FCC rules or policies make it necessary to obtain FCC consent for theimplementation, continuation or further effectuation of any element of this Agreement, the partieshereto shall use their commercially reasonable efforts diligently to prepare, file and prosecutebefore the FCC all petitions, waivers, applications, amendments, rulemaking comments and otherrelated documents necessary to secure or retain FCC approval of all aspects of this Agreement.Operator and Fisher shall each bear their own costs incurred in connection with the preparation ofsuch documents and prosecution of such actions. Notwithstanding anything in this Agreement to thecontrary, it is understood that no filing shall be made with the FCC with respect to this Agreementunless each party hereto has had an opportunity to review such filing and to provide commentsthereon. Each party shall use its commercially reasonable efforts to incorporate the comments(whether in whole or in part) of the other parties to any filing to be made with the FCC withrespect to this Agreement.          **(b)**If any court or federal, state or local government authority (including the FCC) orders ortakes any action which becomes effective and which requires the termination or materialmodification of this Agreement to comply with such action or otherwise with applicable law (a“**Permissibility Determination**”), the parties shall use their commercially reasonable efforts torenegotiate this Agreement in good faith and recast this Agreement in terms that are likely to curethe defects caused by the Permissibility Determination while maintaining the benefit of the bargainto the parties hereunder and to return a balance of benefits to both parties comparable to thebalance of benefits provided by the Agreement in its current terms. If the parties are unable torecast this Agreement in a manner that cures such defects and otherwise is mutually agreeable tothe parties, this Agreement will terminate effective on such date as the parties’ activities arerequired to terminate pursuant to the Permissibility Determination. Upon such termination of thisAgreement, Operator will reasonably cooperate with Fisher to the extent permitted in order toenable Fisher to fulfill advertising or other programming contracts then outstanding, and Fisherwill reasonably cooperate with Operator in order to effectuate a reasonable transition period fromthe Fisher Programming to other programming on the Station.     ***Section 5.4 Assignability***. No party hereto may assign this Agreement without the priorwritten consent of the other parties; *provided*, *however*, that this Agreement shall be
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assigned in connection with any assignment by any party of its rights and obligations underthe Purchase Agreement that is permitted under the terms of the Purchase Agreement. This Agreementshall be binding upon and inure to the benefit of the parties hereto and their respectivesuccessors and permitted assigns.**ARTICLE 6 — INDEMNIFICATION**     ***Section 6.1 Indemnification by Fisher***. Fisher will indemnify, defend and hold harmlessOperator, its affiliates and all officers, directors, employees, stockholders, partners, membersand agents of Operator and their affiliates (individually, an “**Operator Indemnitee**”) from andagainst any and all claims, demands, costs, damages, losses, liabilities, joint and several,expenses of any nature (including, without limitation, reasonable attorneys’, accountants’ andexperts’ fees and disbursements), judgments, fines, settlements and other amounts (collectively,“**Damages**”) arising from any and all claims, demands, actions, suits or proceedings, civil,criminal, administrative or investigative (collectively, “**Claims**”) in which an Operator Indemniteemay be involved, as a party or otherwise, arising out of: (a) the activities, acts or omissions ofFisher, or Fisher’s employees, agents or contractors, under or in connection with this Agreement orwith respect to the Station which activities, acts or omissions involve or result in, among otherthings, (*i*) libel and slander; (*ii*) infringement of trade marks, service marks or trade names;(*iii*) violations of law, rules, regulations, or orders (including the FCC’s rules and policies); or(*iv*) invasion of rights of privacy or infringement of copyrights or other proprietary rights; or(b) any breach by Fisher of its obligations under this Agreement.     ***Section 6.2 Indemnification by Operator***. Operator will indemnify, defend and hold harmlessFisher, its affiliates and all officers, directors, employees, stockholders, partners, members andagents of Fisher and their affiliates (individually, a “**Fisher Indemnitee**”) from and against anyand all Damages arising from any and all Claims in which a Fisher Indemnitee may be involved, as aparty or otherwise, arising out of: (a) the activities, acts or omissions of Operator, orOperator’s employees, agents or contractors, under or in connection with this Agreement or withrespect to the Station which activities, acts or omissions involve or result in, among otherthings, (*i*) libel and slander; (*ii*) infringement of trade marks, service marks or trade names;(*iii*) violations of law, rules, regulations, or orders (including the FCC’s rules and policies); or(*iv*) invasion of rights of privacy or infringement of copyrights or other proprietary rights; or(b) any breach by Operator of its obligations under this Agreement.     ***Section 6.3 Insurance***. Fisher will maintain broadcasters’ liability insurance policiescovering libel, slander, invasion of privacy and the like, general liability, blanket crime,property damage, business interruption, automobile liability, and workers’ compensation insurancein forms and amounts customary in the television broadcast industry (to the extent commerciallyreasonable, for example, Fisher shall not be required to obtain insurance specifically with respectto property it does not own), and Operator will maintain the existing insurance policies on theStation or other policies providing substantially similar coverages, and each of the parties heretowill name the other as an additional insured under such policies to the extent that theirrespective interests may appear and will provide for notice to the other party prior tocancellation thereof. Upon request, each party will provide the other with certificates evidencingsuch insurance, and will further provide certificates evidencing renewal thereof prior to theexpiration of such policies.
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**ARTICLE 7 — MISCELLANEOUS**     ***Section 7.1 Force Majeure***. Notwithstanding anything contained in this Agreement to thecontrary, no party shall be liable to another party for failure to perform any obligation underthis Agreement if prevented from doing so by reason of fires, acts of terrorism, strikes, laborunrest, embargoes, civil commotion, rationing or other orders or requirements, acts of civil ormilitary authorities, acts of God or other contingencies, including, without limitation, equipmentfailures, beyond the reasonable control of the parties, and all requirements as to notice and otherperformance required hereunder within a specified period shall be automatically extended toaccommodate the period of pendency of such contingency which shall interfere with such performance.     ***Section 7.2 Confidentiality and Press Releases***.          **(a)**Each party shall hold in strict confidence all documents and information concerning theother and its business and properties and, if this Agreement is terminated, such confidences shallbe maintained, and all documents and information (in written form) shall immediately thereafter bereturned to the party originally furnishing such documents and information.          **(b)**No press release or public disclosure, either written or oral, of the existence or termsof this Agreement or the transactions contemplated hereby shall be made by either party to thisAgreement without the consent of the other (which consent shall not be unreasonably withheld,conditioned or delayed), and each party shall furnish to the other advance copies of any releasewhich it proposes to make public concerning this Agreement or the transactions contemplated herebyand the date upon which such party proposes to make public such press release.          **(c)**Notwithstanding anything contained herein to the contrary, no party shall be prohibitedfrom (*i*) making any disclosures to any governmental authority that it is required to make by law,including, without limitation, the filing of this Agreement with the FCC and placing a copy of thisAgreement in the Station’s public inspection files, (*ii*) disclosing this Agreement or its terms toits attorneys, accountants, agents or advisors, (*iii*) filing this Agreement with, or disclosing theterms of this Agreement to, any institutional lender to such party or (*iv*) disclosing to itsinvestors and broker/dealers such terms of this transaction as are customarily disclosed to them inconnection with similar transactions.     ***Section 7.3 Trademarks***. Operator hereby grants Fisher an unlimited, royalty-free license touse in connection with providing programming on the Station any and all trademarks, service marks,patents, trade names, jingles, slogans, logotypes and other intangible rights owned and used orheld for use by Operator in conjunction with the Station. Operator agrees to execute suchadditional documentation as may be necessary or desirable to effectuate the license granted underthis paragraph.     ***Section 7.4 Notices***. All notices, demands and requests required or permitted to be givenunder the provisions of this Agreement shall be (*i*) in writing, (*ii*) delivered by personal deliveryor sent by commercial delivery service or certified mail, return receipt requested,
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(*iii*) deemed to have been given on the date of personal delivery or the date set forth in therecords of the delivery service or on the return receipt and (*iv*) addressed as follows:          **(a)**If to Operator:African-American Broadcasting of Bellevue, Inc.